Here are 5 things you need to know:
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#1 Minimum gender representation requirement
The law of 19 December 2025, transposing the so-called “Directive Women on Boards” [1], introduces a binding 33% minimum representation requirement for the under‑represented sex among both executive and non‑executive directors to be implemented by 30 June 2026, with specific thresholds depending on board size.
[1] Directive (EU) 2022/2381 of the European Parliament and of the Council of 23 November 2022 on improving the gender balance among directors of listed companies and related measures.
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#2 Only “large” listed companies
The law applies exclusively to Luxembourg based companies listed on a regulated stock exchange in the EU, explicitly excluding SMEs.. An SME (i.e. Small and Medium-Sized Enterprise) is defined by the law as a company that employs fewer than 250 persons and whose annual turnover does not exceed EUR 50,000,000 or whose annual balance sheet total does not exceed EUR 43,000,000.
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#3 Selection procedures and priority rules
Companies must use transparent, neutral criteria for candidate board member evaluation, giving priority to candidates of the under-represented sex when qualifications are equal, except in case of justified reasons Candidates can request detailed information about selection criteria and decisions.
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#4 Transparency and reporting obligations
Annual reporting to the CSSF on board gender composition and compliance actions is required, with publication on the company’s website in an appropriate and easily accessible manner. Non-compliant companies must explain reasons and measures taken, and the CSSF maintains a public list of compliant companies.
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#5 Supervision and sanctions
The CSSF monitors compliance and can impose warnings, reprimands, public statements, and fines up to EUR 250,000 with daily penalties. Decisions of the CSSF can be judicially reviewed before the Administrative Tribunal within one month. The Law is effective until 31 December 2038, aligning with the directive’s validity.
The law introduces a structured framework to significantly improve gender balance on the boards of Luxembourg listed companies, ensuring transparent and merit‑based selection processes. By imposing clear targets, robust reporting duties, and meaningful supervisory powers for the CSSF, it seeks to drive lasting progress toward equal representation in boards.
Companies in the scope are encouraged to proactively adapt their governance practices to meet the 2026 deadlines, and to demonstrate their commitment to diversity in boards. Companies who do not fall within the scope of the law may nevertheless choose to draw inspiration from its requirements as best corporate governance practice.
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